South Brunswick

Chamber of Commerce

BY-Laws

Table of Contents

Chamber of Commerce

By-Laws

ARTICLE 1 -- GENERAL

Section 1. Name.

This organization is incorporated under the laws of the State of New Jersey and shall be known as the South Brunswick Chamber of Commerce, hereinafter referred to as "Association".

Section 2. Object.

This Association is organized for the purpose of advancing the economic, industrial, professional, cultural and civic welfare of the South Brunswick area.

To encourage the growth of existing industries and businesses while giving all proper assistance to any new firms or individuals seeking to locate in the South Brunswick area.

To support all those activities believed to be beneficial to the community and area; to oppose those which might be detrimental.

And, in general, to promote the welfare of all area citizens, following always those policies intended to accomplish the greatest good for the greatest number.

Section 3.Limitation of Methods.

The Association shall be nonprofit, nonpartisan, nonsectarian and nonpolitical.

ARTICLE II -- MEMBERSHIP

Section 1. Eligibility.

Any reputable business firm, individual, association, corporation, partnership or estate having an interest in the above objectives shall be eligible to apply for membership.

Section 2. Membership.

Application for membership shall be in writing on the forms specified.  Applications will be submitted to the Membership Committee for its recommendation to the Board of Directors for final approval.  Memberships approved by the Board will begin upon payment of the prescribed membership dues.

Section 3. Dues.

Membership dues shall be at such rate or rates, schedules or formulas as may be from time to time prescribed by the Board of Directors, payable annually, semi-annually or quarterly in advance.  Dues for any member joining during any fiscal year shall be assessed on a pro rata basis by quarter.

Section 4. Termination.

(a) Any member may resign from the Association upon written request to the Board of Directors.

(b) Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after ninety (90) days from the due date unless otherwise extended, for good cause.

(c) Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting thereof for conduct unbecoming a member or prejudicial to the aims or repute of the Association, after notice and opportunity for a hearing are afforded the member complained against.

Section 5. Voting Restriction of Members.

Every member of the Association in good standing is entitled to one vote in any election, referendum, or membership meeting.  Business firms may exercise multiple memberships by designating Executives as members of the Association to represent the firm in voting situations and on Project Committees.  The number of such designated, or assigned, memberships is based upon the multiple of the individual minimum base membership or dues investment and shall not exceed ten (10) in number for each firm.

No voting by proxy shall be permitted.  Ballots will be addressed to the business address of members.

ARTICLE III -- MEETINGS

Section 1. Annual Meeting.

The annual meeting of the Association shall be held on the second Wednesday of January of each year or at such other time and place as determined by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

Section 2. Additional Meetings.

(a) General Meetings of the Association may be called by the President at any time, or upon petition in writing of any thirty (30) members in good standing. Notice of special meetings shall be mailed to each member at least ten (10) days prior to such meetings.

(b) Board Meetings may be called by the President or upon written application of three (3) members of the Board.  Notice (including the purpose of the meeting) shall be given to each Director at least one (1) day prior to said meeting.

(c) Committee Meetings may be called at any time by the President, Vice President or by the Committee Chairperson.

Section 3.Quorums.

(a) At any duly called General Meeting of the Association, fifteen (15) members shall constitute a quorum.

(b) Five (5) directors present shall constitute a quorum of the Board of Directors.

(c) At Committee Meetings, a majority shall constitute a quorum except that when a committee consists of more than nine (9) members, then five (5) shall constitute a quorum.

ARTICLE IV -- BOARD OF DIRECTORS AND OFFICERS

Section 1. Composition of the Board.

The Board of Directors shall be composed of nine (9) members, who shall be elected annually at the November General Meeting to serve for one (1) year terms or until their successors are elected and have qualified.  Terms shall run from January 1 to December 31.

The Board shall consist of the following officers: President, Vice President and Secretary/Treasurer, together with the Liaison to the Industrial Commission and the Chairpersons of the following Committees: Membership, By-Laws, Public Relations, Finance and Government.

Section 2. Selection of Nominating Committee.

During the first week in June, the President shall designate five (5) members in good standing as members of a Nominating Committee.  The President shall designate the Chairperson.

Section 3. Candidates.

Prior to October 1 of each year, the Nominating Committee shall present a slate of candidates to replace the Officers, Committee Chairpersons and Liaison whose terms are expiring, confirming the fact by personal contact with the candidates, by the Committee, that they are willing to accept office and directorship responsibility.

Section 4. Publication.

Upon receipt of the report of the Nominating Committee, the Secretary/Treasurer shall immediately notify the membership by mail of the names of persons nominated as candidates for directors.  A list of the candidates so nominated shall be kept on file in the Association office.

Section 5. Additional Nominations.

Additional names of candidates for Officers, Committee Chairpersons or Liaison may be nominated from the floor by members in good standing at the annual election meeting.  Such nominees must have been contacted prior to their nominations and have confirmed that they are willing to accept office and directorship responsibility.

Section 6. Vacancies.

Vacancies of the Board of Directors shall be filled by the Board of Directors by a majority vote.  If any member of the Board of Directors shall fail to attend three (3) successive meetings, the President shall in writing call such failure to the director's attention, and if satisfactory excuse is not received within thirty (30) days, that individual shall cease to be a member of the Board, and the vacancy thus created shall be filled as provided above.

Section 7. Rules and Policy.

The Board of Directors shall adopt such rules and regulations as may be required to conduct the affairs of the Association.

The government and policy making responsibilities of the Association shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.

Section 8. Duties of Officers

(a) President.  The President shall be the head of the Association and shall preside at all meetings of the membership and of the Board of Directors.  The President shall, with the counsel and advice of the Vice President and the Secretary/Treasurer, determine the need for ad hoc committees, subject to the approval of the Board of Directors.  The President shall, with the counsel and advice of the Vice President, select all ad hoc committee chairpersons, and assist in the selection of ad hoc committee personnel.  With the approval of the Board of Directors, the President shall sign all deeds, contracts and other instruments affecting the operation of the Association or any of its properties.  The President shall, with the Vice President, sign all formal documents of the Association.

(b) Vice President.  The Vice President shall serve as first voluntary assistant to the President, performing the duties of the President in the absence of that officer.

(c) Secretary.  The Secretary shall be charged with the general supervision and  manage-ment of the office and business affairs of the Association.  The Secretary shall perform the duties of the secretary, act as agent for service of process, and shall conduct the correspondence, preserve the records, documents, and communications, keep books of account, maintain an accurate record of the proceedings of the Association and Board of Directors meetings.

(d) Treasurer.  The Treasurer shall co-sign all checks with the President or Vice President as authorized.  The Treasurer shall be the technical custodian of all funds of the chamber and shall present a monthly financial report to the Board of Directors and an Annual Financial Report to the members of the Association at the Annual Meeting.

ARTICLE V -- COMMITTEES

Section l. Standing Committees; Appointment of Members.

There shall be five (5) Standing Committees:  By-Laws, Finance, Government, Membership and Public Relations.  Committee appointments shall be at the will and pleasure of the chairperson of each committee, subject to confirmation by the Board of Directors.

Section 2. Committee Functions.

Committees shall make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and carry on such activities as may be delegated to them by the Board of Directors or the committee chairperson with the approval of the Board of Directors.

Section 3. Limitation of Authority.

No committee shall take or make public any formal action, or make public any resolution, or in any way commit the Association on a question of policy without first receiving approval of the Board of Directors.  Special committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.